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Director Confidentiality Agreement for the United Kingdom

Director Confidentiality Agreement Template for England and Wales

A legally binding agreement under English and Welsh law that establishes confidentiality obligations between a company and its director. The agreement defines the scope of confidential information, outlines the director's obligations to maintain confidentiality, and specifies the duration of these obligations. It includes provisions for the protection of trade secrets, intellectual property, and sensitive business information, as well as procedures for returning or destroying confidential materials upon termination of the directorship.

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Director Confidentiality Agreement

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What is a Director Confidentiality Agreement?

The Director Confidentiality Agreement is essential when appointing new directors or formalizing arrangements with existing directors who have access to sensitive company information. Under English and Welsh law, while directors have implicit duties of confidentiality, this agreement explicitly defines these obligations, providing clear parameters around the handling of confidential information and consequences of breach. It's particularly crucial for companies with valuable intellectual property, trade secrets, or sensitive client information, and helps ensure compliance with both statutory and common law duties of directors.

What sections should be included in a Director Confidentiality Agreement?

1. Parties: Identification of the company and the director

2. Background: Context of appointment and need for confidentiality

3. Definitions: Key terms including Confidential Information, Trade Secrets, Intellectual Property

4. Confidentiality Obligations: Core obligations regarding handling of confidential information

5. Duration: Period of confidentiality obligations

6. Return of Information: Obligations regarding return/destruction of confidential materials

What sections are optional to include in a Director Confidentiality Agreement?

1. Personal Data Protection: Include when confidential information contains personal data

2. Intellectual Property Rights: Include when dealing with proprietary technology or creative works

3. Inside Information: Include for listed companies or financial services firms

4. Post-Termination Obligations: Include when specific post-directorship restrictions are needed

What schedules should be included in a Director Confidentiality Agreement?

1. Categories of Confidential Information: Detailed list of types of confidential information covered

2. Specific Projects: List of specific projects requiring enhanced confidentiality

3. Return of Information Procedure: Detailed procedure for returning/destroying confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




















Clauses




















Industries

Companies Act 2006: Primary legislation governing directors' statutory duties (sections 170-177), including duty to avoid conflicts of interest (section 175) and duty to promote company success (section 172)

Trade Secrets (Enforcement, etc.) Regulations 2018: UK implementation of EU Trade Secrets Directive, providing framework for definition and protection of trade secrets

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data, relevant when confidential information includes personal data

Common Law Duties: Established legal principles covering director's fiduciary duties, duty of confidentiality, and equitable principles regarding confidential information

Employment Rights Act 1996: Legislation relevant when director is also an employee, particularly regarding post-termination restrictions

Financial Services and Markets Act 2000: Regulatory framework for financial services, particularly relevant for handling regulated financial information and inside information requirements

Contract Law Principles: Fundamental legal principles governing contracts including consideration, enforceability, and reasonableness of restrictions

Intellectual Property Laws: Various IP legislation including Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994, relevant when confidential information includes intellectual property

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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